Dongguan Aohai Technology Co.Ltd(002993)
Insider information management system
Chapter I General Provisions
Article 1 in order to regulate the management of inside information of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”), strengthen the confidentiality of inside information, avoid insider trading, maintain the principle of fairness in information disclosure, and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies, the guidelines for the self-discipline supervision of listed companies No. 1 – the standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for the standardized operation of the main board”) and other relevant laws This system is formulated in accordance with laws and regulations, the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”) and the Dongguan Aohai Technology Co.Ltd(002993) information disclosure management system.
Article 2 the board of directors is the management organization of the company’s inside information, and the board of supervisors shall supervise the implementation of the insider management system.
Article 3 the Secretary of the board of directors is the person in charge of the confidentiality of the company’s inside information.
Article 4 the Secretary of the board of directors shall be responsible for the reception, consultation (inquiry) and service of securities regulatory authorities, stock exchanges, securities companies and other institutions, news media and shareholders. Without the approval of the board of directors, no department or individual of the company shall disclose, report or transmit the contents related to the company’s insider information and information disclosure to the outside world.
Article 5 the directors, supervisors and senior managers of the company and all departments and branches (subsidiaries) of the company shall keep the inside information confidential and actively cooperate with the Secretary of the board of directors to register and report the insiders of the inside information.
Chapter II Scope of inside information and insiders
Article 6 the insider information referred to in this system refers to the unpublished information known to insiders that involves the operation and finance of the company or has a significant impact on the price of the company’s securities market. Unpublished information refers to the information that the company has not officially disclosed on the information disclosure publication or website designated by the CSRC.
Article 7 the scope of inside information referred to in this system includes but is not limited to:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) major losses or losses of the company;
(VI) regular report, performance forecast and performance express of the company;
(VII) capital increase plans such as dividend distribution, equity incentive or refinancing (including public offering, non-public offering, allotment of shares, issuance of corporate bonds or convertible bonds, etc.);
(VIII) major changes in the external conditions of the company’s production and operation;
(IX) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(x) the shareholders or actual controllers who hold more than 5% of the company’s shares have changed greatly in their holding of shares or controlling the company, and the actual controllers of the company and other enterprises under their control have changed greatly in their engagement in the same or similar business as the company;
（11） Decisions on capital reduction, merger, division, dissolution and application for bankruptcy of the company, or entering bankruptcy proceedings according to law and being ordered to close down;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） Major changes in the company’s debt guarantee;
（14） The occurrence of major force majeure events;
（15） Major related party transactions of the company;
（16） The company’s main business assets are sealed up, seized, frozen or mortgaged, pledged, auctioned, sold, transferred or scrapped;
（17） The acts of directors, supervisors and senior managers of the company may be liable for major damages according to law;
（18） The company is suspected of committing a crime and is investigated by the judicial authority, or the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of committing a crime and are taken compulsory measures by the judicial authority;
（19） Major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（20） The credit rating of corporate bonds changes;
（21） The company’s new loans or external guarantees exceed 20% of the net assets at the end of the previous year; （22） The company waives creditor’s rights or property exceeding 10% of the net assets at the end of the previous year;
（23） The company incurred major losses exceeding 10% of its net assets at the end of the previous year;
（24） Other matters prescribed by the CSRC.
If the controlling shareholder or actual controller of the company has a great impact on the occurrence and progress of a major event, it shall timely inform the company in writing of the relevant information it knows, and cooperate with the company to fulfill the obligation of information disclosure.
Article 8 the insiders who need to report the insider information referred to in this system include but are not limited to:
(I) the company and its directors, supervisors and senior managers; Enterprises controlled or actually controlled by the company and their directors, supervisors and senior managers; Personnel involved in the planning, demonstration and decision-making of major events within the company; Financial personnel, internal auditors and information disclosure staff who know the inside information due to their positions in the company.
(II) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers; The controlling shareholder, the largest shareholder, the actual controller of the company and its directors, supervisors and senior managers; Acquirers of the company or parties related to major asset transactions and their controlling shareholders, actual controllers, directors, supervisors and senior managers (if any); Proposal on relevant matters shareholders and their directors, supervisors and senior managers (if any); Staff of securities regulatory bodies who can obtain inside information due to their positions and work, or relevant personnel of securities trading places, securities companies, securities registration and settlement institutions and securities service institutions; Staff of relevant competent departments and regulatory institutions who can obtain insider information due to their statutory duties in the issuance and trading of securities or the management of listed companies and their acquisitions and major asset transactions; Personnel of other external units who obtain relevant inside information from the company according to law; Personnel of other external units involved in the planning, demonstration, decision-making, approval and other links of major events.
(III) other personnel who know the company’s relevant inside information due to kinship and business relationship with the relevant personnel in items (I) and (II).
(IV) other personnel specified by the CSRC.
Chapter III Management of inside information
Article 9 before the public disclosure of inside information according to law, a listed company shall fill in the files of insiders of the company’s inside information, and timely record the list of insiders of the company’s inside information at the stages of negotiation and planning, demonstration and consultation, contract conclusion and the links of report, transmission, preparation, resolution and disclosure, as well as the time, place, basis, method and content of knowing the inside information. And report to the bourse within five trading days after the first public disclosure of insider information according to law. Insiders of inside information shall confirm. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the files of insiders.
When the shareholders, actual controllers and their related parties of the company study and initiate major matters involving the listed company, as well as other matters that have a significant impact on the company’s securities trading price, they shall fill in the insider file of their own unit.
Where securities companies, accounting firms, law firms and other intermediaries are entrusted to carry out relevant businesses, and the entrusted matters have a significant impact on the securities trading price of listed companies, they shall fill in the insider files of their own institutions.
Acquirers, counterparties of major asset restructuring and other initiators involved in the company and having a significant impact on the company’s securities trading price shall fill in the insider file of their own unit.
The above-mentioned entities shall ensure the authenticity, accuracy and integrity of the insider files, and deliver the insider files to relevant companies in stages according to the process of the matter. The delivery time of the complete insider files shall not be later than the time of public disclosure of the insider information. The files of insiders of inside information shall be filled in according to the specified requirements and confirmed by insiders of inside information.
The company shall register the insiders of the insider information in the circulation of insider information it knows, and summarize the files of insiders of all parties.
The files of insiders of inside information shall include: name, nationality, certificate type, certificate number, shareholder code, contact mobile phone, mailing address, affiliated unit, relationship with the listed company, position, related person, relationship type, informed date, informed place, informed way, informed stage, informed content, registrant information, registration time and other information.
The time of knowing the inside information refers to the first time that the insider knows or should know the inside information. The ways to know include but are not limited to meeting, telephone, fax, written report, e-mail, etc. The informed stage includes negotiation and planning, demonstration and consultation, contract conclusion, internal report, transmission, preparation, resolution, etc.
Article 10 under the following circumstances, the company shall truthfully and completely record the list of insiders of inside information in all links such as report, transmission, preparation, review and disclosure of inside information before disclosure, fill in the registration form of insiders of inside information (see Annex I), and submit the files of insiders of inside information to Shenzhen stock exchange while submitting relevant information disclosure documents to Shenzhen Stock Exchange.
(I) learning that the company has been acquired;
(II) the company intends to disclose the suspension announcement of major asset restructuring;
(III) the company’s board of directors deliberates and approves the securities issuance plan;
(IV) the company’s board of directors deliberates and adopts the draft of merger and division;
(V) the board of directors of the company deliberates and approves the share repurchase plan;
(VI) the company plans to disclose annual report and semi annual report;
(VII) the board of directors of the company deliberated and approved the profit distribution plan and the plan of converting capital reserve into share capital; The above-mentioned “high transfer” refers to that the total number of bonus shares and capital reserve converted into share capital for every 10 shares reaches more than 8 shares (including 8 shares);
(VIII) the board of directors of the company deliberated and approved the draft of equity incentive and employee stock ownership plan;
(IX) other matters that may have a significant impact on the trading price of the company’s shares and their derivatives, such as major investment, major foreign cooperation, or signing major contracts for daily operation;
(x) announcement of the company’s intention to disclose the results of the increase of shares held by shareholders holding more than 30% and their persons acting in concert; （11） Before the disclosure of major events, the company’s shares have been trading abnormally;
（12） Other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
Article 11 when the company conducts major events such as acquisition, major asset reorganization, securities issuance, merger, division, spin off listing, share repurchase, equity incentive, in addition to filling in the registration form of insiders, it shall also prepare a memorandum on the progress of major events (Annex II), including but not limited to the time of each key time point in the planning and decision-making process, the list of decision-makers involved in planning and decision-making, the way of planning and decision-making, etc. The company shall urge the relevant personnel involved in the progress memorandum of major events to sign and confirm on the memorandum, and timely submit the insider files of insider information and the progress memorandum of major events to the stock exchange after the public disclosure of insider information according to law. The company’s shareholders, actual controllers and their related parties and other relevant entities shall cooperate in the preparation of Memoranda on the progress of major events.
Securities companies, law firms and other intermediaries shall assist and cooperate with listed companies to timely submit files of insider information and memoranda of progress of major matters, and verify relevant information in accordance with the requirements of practice rules.
Article 12 the company shall timely supplement and improve the file information of insider information. The files of insiders of inside information shall be kept for at least 10 years from the date of recording (including supplement and improvement). The CSRC and its dispatched offices and Shenzhen stock exchange can query the files of insider information.
Chapter IV confidentiality system
Article 13 all directors, supervisors and other insiders of the company shall minimize the scope of information before the company’s information is publicly disclosed.
Article 14 insiders of inside information shall be responsible for confidentiality. Before the company’s inside information is published, insiders of inside information shall not disclose, report and transmit the contents of relevant inside information to the outside world, nor disclose relevant information to relatives, friends, colleagues or others; Moreover, they shall not use inside information to make profits for themselves, relatives or others, and shall not buy or sell the company’s securities or suggest others to buy or sell the company’s securities.
Article 15 if the company provides unpublished information to insiders other than major shareholders and actual controllers, it shall confirm that it has signed a confidentiality agreement with them or that it has confidentiality obligations to the company before providing it.
Article 16 the directors of the company shall carefully perform their duties when deliberating and voting on non-public information proposals, and the directors of related parties shall avoid voting. If the major shareholder or actual controller has no reasonable reason to require the company to provide unpublished information, the board of directors of the company shall refuse.
Article 17 insiders of inside information shall actively cooperate with the company in the filing of insiders of inside information, and timely provide the company with true, accurate and complete insider information in accordance with the relevant requirements of this system. Article 18 the board of directors of the company shall check the authenticity, accuracy and integrity of the insider information to ensure the authenticity, accuracy, timeliness and integrity of the filing list and information of the insider information. The Secretary of the board of directors of the company is responsible for the registration, filing and filing of insiders of the company.
While submitting the files of insider information, the company shall issue a written commitment to ensure the authenticity, accuracy and completeness of the information of insider information and the memorandum on the progress of major matters, and report to all insider information
